General conditions of sale
Preamble
The present general conditions of sale and provision of services offered by the "Syndicat National de laPromotion et de la Publicitésur le Lieu de Vente" (National Association for Point of Sale Promotion andAdvertising) aim to bring together and set out the conditions of sale and provision of services offered by membersof the Association. PSA professionals will hereafter be known as "the vendor" and his customer will be known as "thebuyer". These conditions apply automatically, unless by contrary dispensation arising out of special written agreementsbetween vendor and buyer, whatever general conditions the buyer may put on his order forms.
Article 1 - Offers and estimates
Price offers are valid for a period of two months only from the date on which they were issued and only committhe vendor to the extent that the information used in calculating them remainunchanged during this period (salaries,taxes, raw materials prices, currency exchange prices, etc.). All modifications that occur after the estimate has beendrawn up will be invoiced as extra. The price is fixed only for a single, continuous, uninterrupted production run ofthe full order. The prices shown are ex VAT , ex-factory, packing not included, except by special written agreement. Parts prices are estimated for information only and may be revised up or down following machine production ratetrials and checks on the weight of parts during production. An order only becomes final when written agreement hasbeen given by the vendor, who expressly reserves the right not to confirm a request that cannot be carried out underthe conditions that are in accordance with commercial practice. It is the latter's responsibility to inform the buyerof this. Except by prior written agreement, the general conditions of sale and provision of services and the vendor'sCode of Practice apply to both parties. Failure to observe this on the part of the buyer within two working days ofreceipt of the confirmation renders the wording of the confirmation irrevocable.
Article 2 - Modification and cancellation
Failure to observe this on the part of the buyer within two working days of receipt of the confirmation renders thewording of the confirmation irrevocable. The buyer may under no circumstances cancel a confirmed order. The vendormay cancel an order, even after confirmation, if the guarantees offered by the client do not appear sufficient, in whichcase no compensation may be claimed. No changes to the quantity or quality of the order will be accepted after confirmationunless the buyer undertakes to pay the cost of the unused raw materials and any other expenses incurred. Anyproduction modifications or clauses in the order which are deemed necessary in the interests of the client or which arerequested after signature of the final corrected proof will be invoiced as an extra.
Article 3 - Delivery dates
Delivery dates are given for guidance purposes only, ex-factory and subject to manufacturing and supply feasibility. Thevendor is committed by the dates shown only insofar as documents or information required for production, stipulatedat the estimate or confirmation stage, arrive under the conditions provided for and that the final corrected proof ishanded over two working days after it has been presented. Similarly, the vendor is committed by the dates shownonly insofar as payment is made within the deadlines shown in the estimate or confirmation, and that it complies withthe conditions provided for. In other cases, a delivery or provision of service may be refused by the buyer as a resultof delay only after notice has been sent by recorded delivery granting a delay of two weeks, the delivery or provisionof service being accepted and paid for by the vendor without penalty, if the dispatch or service is carried out withinthat deadline. The vendor reserves the option of delivering before the date indicated. In the case of storage on thevendor's premises, after the expiry of the completion deadline, carried out at the buyer's request, the latter assumesthe risks concerning the goods, except for the taking-out of a special insurance covering the replacement value of thegoods being stored. Any storage and insurance costs are to be paid by the buyer and invoiced separately on the basisof 50 EUROS ex VAT per cubic metre (minimum volume invoiced) per month.
Article 4 - Final corrected proof
By "final corrected proof " is meant the written agreement given by the buyer to the vendor prior to the manufactureof the product or execution of the service ordered, or the completion of one of their elements or a manufacturingprocess (films, plans, tools, moulds, etc.) whatever the materials and techniques employed. The buyer undertakes toreturn, dated and signed, without delay, the final corrected proof presented to him by the vendor at whatever stageof production. In addition, the buyer must stipulate, when the order is given, whether he expects that successivefinal corrected proofs should be sent to him at the various stages of production. No dispute is admissible if the finalcorrected proof has not been requested by the buyer for the stage concerned. During production, final correctedproofs can only be given for machines. Completion in compliance with the final corrected proof releases the vendorfrom all responsibility for error or omission. The same applies to failure to hand over the final corrected proof. Slightdifferences in shades or finish are sometimes inevitable and do not justify the refusal of goods or an expectation of alower price or compensation for prejudice.
Article 5 - Tolerances
The variation in the quantity that may be delivered more or less than the quantity stated in the order is, unless stipulatedotherwise in the confirmation, set out below. The buyer undertakes to accept the invoicing of overs and not totake advantage of an insufficient delivery in the event of a negative production run.As guidance, tolerances for the various materials are as follows : • Plastics, composites, metal, wood: + or - 5 %. • Cardboard: less than 1,000 copies: + or - 15 %. 1,001 to 5,000 copies: + or - 10 %. Over 5,001 copies: + or - 5 %. Quality tolerances are those that are imposed on the vendor by raw materials manufacturers or that are customaryfor those materials.
Article 6 - Transport and Packing
Unless otherwise agreed, the goods are delivered unpacked, ex-factory. The vendor declines all responsibility concerningthe packaging supplied to the buyer, which will be invoiced as an extra. The goods are transported at the buyer'srisk, whatever their destination. Reception of the goods renders all disputes inadmissible with the exception of ajustified complaint sent within three days of delivery by recorded delivery or by extra-judicial deed either to thecarrier or the vendor in accordance with the provisions of article 105 of the Commercial Code. On reception, thebuyer must, if necessary, make all reservations to the carrier.
Article 7 - Liability
In no circumstances will the vendor's liability bring about any obligation over and above the pure and simple replacement, ex-factory, or the drawing-up of a credit to the value of the goods acknowledged to be non-compliant, allother forms of compensation being excluded from the agreement between the parties. If the delivered goods do notcomply, in nature or quantity, with the specifications shown in the confirmation, the buyer must, on pain of forfeiture,make his complaint within ten days. In case of returns, a permission note of return needs to be enclosed in the package.The latter is delivered on justified demand. Any returns that will not comply with those terms will be disallowed.The buyer is liable for the cost of the goods return. From then on, a credit note is made out on the quantity ofgoods returned in perfect condition in its original packaging. Considering the nature of the goods sold, the guaranteeagainst hidden faults provided for in article 1641 of the Civil Code is expressly excluded by the parties. No return ofgoods may be accepted without a written authorisation from the vendor. The vendor is released from liability in allfortuitous events or cases of "force majeure". The following are considered particularly to be fortuitous events: totalor partial strikes, import prohibition, shortage of raw materials due to non-delivery by suppliers, machine damage,scrapped production, accident, fire or any other cause leading to a delay or total or partial stoppage of production inthe workshops or in those of subcontractors.
Article 8 - Invoicing
All orders and production of parts are invoiced net without discount, payable on the basis of one-third with the orderand the balance by bill of exchange accepted and paid by banker's order at thirty days. All production of mouldsand tooling is invoiced net without discount, payable on the basis of 30 % by cheque with the order, 60 % when themoulds or standard parts are supplied, and 10 % on acceptance of the parts, in accordance with the plans accompanyingthe order. Mould trials are carried out in the vendor's workshops or, at the buyer's request and expense, on anyother premises, but in the presence of a representative of the vendor. The moulds are maintained free of charge bythe vendor throughout the production period, until the quantity estimated at the outset of the mould's productioncapacity is reached. Thereafter, the cost of maintaining the moulds is invoiced to the buyer. In all cases, after 5 years,the cost of maintaining the moulds is paid by the buyer. All modifications will be the subject of an estimate and supplementaryorder, subject to the same conditions.
Article 9 - Payment
The bill of exchange must be returned within forty-eight hours of receipt of the invoice. If this is not the case, thelatter becomes payable immediately. The vendor may request a down-payment on the first order, by check or Visabank card; in this case the buyer must state the name of the cardholder, the card number and expiry date when hesends in his order by telephone, letter or e-mail. All other conditions of payment are subject to a prior written agreement. In the event of non-payment on the due dates, the balance will be payable immediately, and delay may lead thevendor to cancel or suspend orders in progress. In the event of non-payment on the date fixed, the amounts due willbe subject to interest as of right, without the need for notice, on the basis of one time and a half the legal rate. In allcases, non-payment on the due date will lead to legal proceedings and the application, in respect of a penalty clause,of compensation equal to 15 % of the amount unpaid and a flat rate of 50 EUROS ex VAT to cover thecost of initiating legal proceedings, in addition to the legal costs and interest at the legal rate accruing from the expirydate, all without the need for prior notice.
Article 10 - Ownership Reserve
The transfer of ownership of the goods is subject to the full payment of the price. However, liability for the storageof and risks concerning the goods is transferred to the buyer once the goods have left the vendor's premises. In theevent of the buyer going into turnaround or receivership, the vendor will have the right to claim ownership of thegoods sold, in accordance with the terms of articles 121 and 122 of the Act of 25 January 1985 and on the basis ofthe present expressly agreed penalty clause, the amounts already paid as a deposit will remain acquired in respectof damages.
Article 11 - Studies, projects, drawings, mock-ups, prototypes, works, models, patents.
The fact that the buyer may have shared the cost of researching and producing tools linked to a new design doesnot mean that the reproduction rights for this piece of work are transferred to him. These rights remain the exclusiveproperty of the vendor. Therefore, the client may not reproduce or have reproduced directly or via the interventionof a third party the vendor's design unless he has written authorisation from the latter and an agreement regardingfinancial terms for the reproduction. However, reproduction rights may be transferred partially or totally. Legal actionwill be taken to suppress imitations, in accordance with the provisions of the Act of 11 March 1957. Buyers mustensure that they have the freedom to use drawings, models or mock-ups that they hand over to the vendor for productionpurposes. Consequently, the buyer's order releases the vendor from all legal action or judgements in respectof imitation or disloyal competition, the buyer guaranteeing him from that moment on against all penalties, costs andcompensation that he may be sentenced to pay. All documents held by the vendor are kept at the buyer's risk, withoutrecourse of any kind, unless there has been a special written agreement between the parties.
Article 12 - Protection of documents, typons, tools, etc...
Materials such as typons, negatives, positives, photographs, forms, moulds and tools invoiced by the vendor are theproperty of the buyer, but their use is reserved for the vendor for the following periods, during which he undertakesto protect them: • Typons, documents, films and photographs: 6 months. • Cutting forms: one year. • Heat-forming mould: one year. • Metal tools: one year. • Injection moulds: five years.
Article 13 - Attribution of jurisdiction
In the event of a dispute, whatever the method of payment, even in the event of a number of holders or of theintroduction of a third party, the only competent courts will be those in the area near to the vendor's head officeor home, the latter however reserving the right to go before the competent courts in the area near to the buyer'shead office or home.
Special conditions at 01.01.2001
Any first order or orders less than 150 EUROS (983.94 FF) ex VAT are payable by cheque on receipt of the invoice,by bank card or against reimbursement. A flat rate of 40 EUROS (262.38 FF) ex VAT will be charged for administration: • For all orders less than 150 EUROS (983.94 FF) ex VAT , • For any complaint made more than 30 days after receipt of invoice, • For multiple invoicing requested by the buyer and per invoice, • For all invoice or order modifications requested by the buyer.